Unassociated Document


    EMPLOYMENT
      AGREEMENT

    


    EMPLOYMENT
      AGREEMENT (this "Agreement")
      dated
      as of February 18, 2007 (the "Effective
      Date"),
      between China Broadband Ltd., (the "Company"),
      and
      Jiang Bing (the "Executive"),
      a
      resident of Jinan, PRC.

    


    WHEREAS,
      the Company wishes to employ the Executive to render services for the Company
      or
      its subsidiary and related entities on the terms and conditions set forth in
      this Agreement, and the Executive wishes to be retained and employed by the
      Company on such terms and conditions;

    


    NOW,
      THEREFORE, in consideration of the premises, the mutual agreements set forth
      below and other good and valuable consideration, the receipt and adequacy of
      which are hereby acknowledged, the parties agree as follows:

    


    1.
      Employment.
      The
      Company hereby employs the Executive, and the Executive accepts such employment
      and agrees to perform services for the Company, for the period and upon the
      other terms and conditions set forth in this Agreement.

    


    2.
      Term.
      The
      term of the Executive's employment hereunder shall commence on the Effective
      date, and unless terminated at an earlier date in accordance with Section 8
      hereof, shall extend through July 7, 2009 (the "Term"),
      unless extended by the parties in writing. 

     

    3.
      Position
      and Duties.

    


    (a)
      Service
      with Company.
      During
      the term of the Executive's employment, the Executive shall serve in the
      position of Vice Chairman of the Company, and Executive shall have the
      authority, duties and responsibilities generally associated with such position
      and as may be determined by the Chairman (“Chairman”)
      or the
      Board of Directors (the “Board”)
      of the
      Company or its parent from time to time, including, without limitation and
      subject to the control and direction of the Board and the Chairman, planning
      and
      directing all aspects of the Company’s operational policies, objectives and
      initiatives, as well as attaining the Company’s short- and long-term financial
      and operational goals. The Executive will report to the Chairman.

     

    (b)
      Performance
      of Duties.

    


    (i)
       Subject
      to the provisions hereof, the Executive agrees to serve the Company faithfully
      and to the best of his ability and to devote his full time, attention and
      efforts to the business and affairs of the Company during Executive’s employment
      by the Company.

    


    (ii) Executive
      represents and acknowledges that he is not subject to any obligations to any
      other company which would preclude the Executive from entering into this
      Agreement (including without limitation, any agreements (oral or written) with
      any former employer) nor are there any such obligations which would impact
      or
      restrict the Executive’s ability to fully carry out his responsibilities under
      this Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      
        	
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    (iii)
      Executive agrees that he will not bring with him or use on behalf, or for the
      benefit, of the Company or disclose to the Company any confidential information
      of or concerning his former employer or any third party that is not generally
      available to the public or that has not been lawfully transferred to the
      Company.

    


     

    4.
      Compensation.

    


    (a)
      Base
      Salary.
      The
      Company shall pay to the Executive an annual base salary (the "Base
      Salary")
      of One
      Hundred and Twenty Thousand Dollars ($120,000) per year inclusive of taxes
      (which will be paid by the Executive directly), which Base Salary shall be
      paid
      in accordance with the Company's normal payroll procedures for its senior
      management. The compensation payable to Executive during each fiscal year
      beginning after the Effective Date shall be established by the Board or the
      Compensation Committee thereof following an annual performance review, but
      in no
      event shall the annual Base Salary for any subsequent year of the Term be less
      than the Base Salary in effect during the prior year of the Term.

    


    (b)
      Annual
      Bonus.
      Commencing with the fiscal year ending December 31,2007, Executive shall be
      entitled to participate in the Company's bonus plan for management and any
      successor bonus plan covering management (the "Bonus
      Plan").
      Under
      the Bonus Plan, the Executive shall be eligible to receive a performance-based
      cash bonus for each year of employment in an amount, and based on individual
      and/or corporate objectives, targets and factors (and evaluation as to the
      extent of achievement thereof), to be established and determined by the Board
      in
      its discretion following consultation between the Board and Executive prior
      to,
      or within sixty (60) days after the commencement of, each fiscal year (the
      "Performance
      Criteria").
      Under
      the Bonus Plan for Executive, the target cash bonus for each year shall equal
      50% of the Base Salary. 

    


    (c)
      Participation
      in Benefit Plans; Indemnification.
      While he
      is employed by the Company, Executive shall also be eligible to participate
      in
      any incentive and employee benefit plans or programs which may be offered by
      the
      Company to the extent that Executive meets the requirements for each individual
      plan and in all other plans in which Company executives participate. The Company
      provides no assurance as to the adoption or continuance of any particular
      employee benefit plan or program, and Executive's participation in any such
      plan
      or program shall be subject to the provisions, rules and regulations applicable
      thereto. The Company will offer medical insurance to its employees following
      consummation of the Merger and Financing, which will be available to the
      Executive on the same terms as is offered to other senior executives of the
      Company. In addition, the Company will provide officer liability insurance,
      subject to availability, on the same terms as is offered to other officers
      and
      directors of the Company. The Company shall indemnify Executive and hold him
      harmless from and against any claim, liability and expense (including, without
      limitation, reasonable attorney fees) made against or incurred by him in
      connection with his employment by the Company or his membership on the Board,
      in
      a manner and to an extent that is not less favorable to the Executive as the
      indemnification protection that is afforded by the Company to any other senior
      officer or director and that is consistent with industry custom and
      standards.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
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    (d)
      Expenses.
      The
      Company will pay or reimburse Executive for all reasonable and necessary
      out-of-pocket expenses incurred by him in the performance of Executive’s duties
      under this Agreement, subject to the Company's normal policies for expense
      verification. Notwithstanding the foregoing provisions and in recognition of
      the
      fact that Executive will live and travel away from his family for significant
      periods of time, Executive shall be authorized to expense up to $10,000 in
      personal travel expenses to the Company for which Executive will be responsible
      to pay the taxes, if any.

     

    (e)
      Vacation.
      Executive shall be entitled to vacations in accordance with the policy of the
      Company with respect to its senior management, in effect from time to time,
      but
      will not be less than 24 vacation days per year.

    


    5.
      Confidentiality
      and Insider Trading.

    


    (a)  
      (i)
      Executive acknowledges that, by reason of his employment by the Company, he
      will
      have access to confidential information of the Company, including, but not
      limited to, information and knowledge pertaining to inventions, discoveries,
      improvements, innovations, designs, ideas, trade secrets, proprietary
      information, advertising, marketing, distribution and sales methods, sales
      and
      profit figures, customer and vendor lists and relationships between the Company
      and sales representatives, wholesalers, customers, suppliers, dealers,
      distributors and others who have business dealings with them ("Confidential
      Information"). The Executive acknowledges that such Confidential Information
      is
      a valuable and unique asset of the Company and covenants that, both during
      and
      after the Term, Executive will not disclose any Confidential Information to
      any
      person or entity, nor use the Confidential Information for any purpose, except
      as his duties as an employee of the Company may require, without the prior
      written authorization of the Board. The obligation of confidentiality imposed
      by
      this Section 5(b) shall not apply to Confidential Information that otherwise
      becomes generally known to the public through no act of the Employee in breach
      of this Agreement or any other party in violation of an existing confidentiality
      agreement with the Company or which is required to be disclosed by court order
      or applicable law.

    


    (ii)
      All
      records, business plans, financial statements and other Property delivered
      to or
      compiled by Executive for or on behalf of the Company or its vendors or
      customers that pertain to the business of the Company shall be and remain the
      property of the Company, and be subject at all times to its discretion and
      control. Likewise, all correspondence, reports, records and other similar data
      pertaining to the business, activities or future plans of the Company (and
      all
      copies thereof) that are collected by Executive shall be delivered promptly
      to
      the Company without request by it upon termination of Executive's
      employment.

     

    (ii)
      Executive is aware that he will, as a result of his executive position with
      the
      company, come into contact with confidential information that, if disclosed
      would have an effect on the trading market for the Company’s parent’s
      securities. Executive agrees to only purchase or sell securities during times
      or
“windows” wherein all material information is publicly available. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
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    (b)
      Nonsolicitation
      of Employees.
      During
      his employment or for 6 months thereafter, Executive shall not, directly or
      indirectly, personally or through others, encourage to leave employment with
      the
      Company, solicit for employment, or advise or recommend to any other person,
      firm, business, or entity that they employ or solicit for employment, any
      employee of the Company or of any parent, subsidiary, or affiliate of the
      Company.

    


    6.
      Ventures.
      If,
      during the term of his employment, the Executive is engaged in or associated
      with the planning or implementing of any project, program, venture or
      relationship involving the Company and a third party or parties, all rights
      in
      such project shall belong to the Company. Except as approved by the Board,
      the
      Executive shall not be entitled to any interest in such project or to any
      commission, finder's fee or other compensation in connection therewith other
      than the compensation to be paid to the Executive as provided in this
      Agreement.

    


    7.
      Acknowledgment.
      Executive agrees that the covenants and agreements contained in Section 5 hereof
      are material to this Agreement; that each of such covenants is reasonable and
      necessary to protect and preserve the Company's interests, properties and
      business; that irreparable loss and damage will be suffered by the Company
      should Executive breach any of such provisions; that each of such provisions
      is
      separate, distinct and severable not only from the other of such provisions
      but
      also from the other and remaining provisions of this Agreement; that the
      unenforceability or breach of any such provisions shall not affect the validity
      or enforceability of any other such provisions or any other provision of this
      Agreement; and that, in addition to other remedies available to it, the Company
      shall be entitled to both temporary and permanent injunctions and any other
      rights or remedies it may have, at law or in equity, to end or prevent a breach
      or contemplated breach by Executive of any such covenants or agreements.


    


    8.
      Termination
      of Employment.

    


    (a)
      Grounds
      for Termination.
      Executive's employment pursuant to this Agreement shall terminate prior to
      the
      expiration of the Term in the event that at any time:

    


    (i)
      Executive dies,

    


    (ii)
      Executive becomes disabled (as defined below), so that he cannot perform the
      essential functions of his position with or without reasonable
      accommodation,

    


    (iii)
      The
      Board elects to terminate Executive's employment for "Cause" and notifies
      Executive in writing of such election, or

    


    (iv)
      The
      Board elects to terminate Executive's employment without "Cause" and notifies
      Executive in writing of such election.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
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    If
      Executive's employment is terminated pursuant to clause (i), (ii) or (iii)
      of
      this Section 8(a), such termination shall be effective immediately. If
      Executive's employment is terminated pursuant to subsection (iv) of this Section
      8(a), such termination shall be effective 30 days after delivery of the notice
      of termination.

    


    (b)
      "Cause"
      Defined.
      "Cause"
      shall mean (i) the willful engaging by Executive in illegal conduct or gross
      misconduct, (ii) Executive's material failure to continuously perform his
      obligations to the Company hereunder (other than any such failure resulting
      from
      illness or incapacity), or (iii) Executive's material breach of his obligations
      under this Agreement. For purposes of this Section 8(b), no act or failure
      to
      act on Executive's part shall be deemed "willful" unless done, or omitted to
      be
      done, by Executive not in good faith and without reasonable belief that
      Executive's action of omission was in the best interest of the Company.


    


    (c)
      "Disabled"
      Defined.
      As used
      in this Agreement, the term "disabled" means any mental or physical condition
      that renders Executive unable to perform the essential functions of his
      position, with or without reasonable accommodation, for a period in excess
      of
      180 days.

    


    (d)
      Surrender
      of Records and Property.
      Upon
      termination of his employment with the Company, Executive shall deliver promptly
      to the Company all documents or other materials, in any form, that relate in
      any
      way to the business, products, practices or techniques of the Company, and
      all
      other property, trade secrets and confidential information of the Company,
      including, but not limited to, all documents that in whole or in part contain
      any trade secrets or confidential information of the Company, which are in
      his
      possession or under his control.

    


     9.
      Effect of Termination.

    


    (a)
      Termination
      Without Cause.

    


    In
      the
      event the Company terminates Executive's employment as the Company's Chief
      Operating Officer without Cause pursuant to Section 8(a)(iv)
      hereof,

    


    (i)
      Executive shall receive (1) a lump sum cash payment equal to the sum of (1)
      any
      Base Salary payable through the date of termination and any Earned Bonus which
      remains unpaid as of the date of termination; and (2) an amount equal to 75%
      of
      the Executive's Base Salary in effect at the time of his termination for six
      months payable over such six month period;

    


    (ii)
      to
      the extent the Option granted to Executive pursuant to Section 4(e) hereof
      has
      not vested at the time of such termination, the unvested portion of the Option
      will continue to vest on the vesting schedule described in Section 4(e) and
      will
      remain exercisable until its expiration date; and

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
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    (iii)
      to
      the extent the Option granted to Executive pursuant to Section 4(e) hereof
      has
      vested prior to the date of Executive’s termination, such vested portion of the
      Option will remain exercisable until its expiration date.

    


    (b)
      Termination
      For Cause.
      In the
      event the Company terminates Executive's employment as the Company's Chief
      Operating Officer for Cause pursuant to Section 8(a)(iii) hereof, (i) Executive
      shall be entitled to receive payment of any Base Salary payable through the
      date
      of termination and any Earned Bonus which remains unpaid as of the date of
      termination, (ii) to the extent the Option granted to Executive pursuant to
      Section 4(e) hereof has vested prior to the date of Executive's termination,
      such vested portion of the Option shall remain exercisable for a period of
      six
      months following Executive's termination, and (iii) to the extent the Option
      granted to Executive pursuant to Section 4(e) hereof has not vested at the
      time
      of such termination the unvested portion of the Option will
      terminate.

    


    (c)
      Voluntary
      Resignation.
      In the
      event Executive voluntarily terminates his employment as the Company's Chief
      Operating Officer, (i) Executive shall be entitled to receive payment of any
      Base Salary payable through the date of termination and any Earned Bonus which
      remains unpaid as of the date of termination, (ii) to the extent the Option
      granted to Executive pursuant to Section 4(e) hereof has vested prior to the
      date of Executive's termination, such vested portion of the Option shall remain
      exercisable for a period of twelve months following Executive's termination,
      and
      (iii) to the extent the Option granted to Executive pursuant to Section 4(e)
      hereof has not vested at the time of such termination the unvested portion
      of
      the Option will terminate.

    


    (d)
      Termination
      upon Executive’s Death or Disability.

    


    Upon
      Termination of Executive’s employment due to Executive’s death pursuant to
      8(a)(i) hereof or Disability pursuant or 8(a)(ii) hereof,

    


    (i)
      Executive shall receive a lump sum cash payment equal to the sum of (1) any
      Base
      Salary payable through the date of termination and any Earned Bonus which
      remains unpaid as of the date of termination; and (2) an amount equal to 75%
      of
      the Executive's Base Salary in effect at the time of his
      termination;

    


    (ii)
      to
      the extent the Option granted to Executive pursuant to Section 4(e) hereof
      has
      not vested at the time of such termination, the unvested portion of the Option
      will vest and become immediately exercisable, and the entire Option will
      continue to be exercisable until the expiration date thereof; and

    


    (iii)
      to
      the extent the Option granted to Executive pursuant to Section 4(e) hereof
      has
      vested prior to the date of Executive’s termination, such vested portion of the
      Option will remain exercisable until its expiration date.

    


     10.
      Miscellaneous.

    


    (a)
      Entire
      Agreement.
      This
      Agreement (including any exhibits, schedules and other documents referred to
      herein) contains the entire understanding between the parties hereto with
      respect to the subject matter hereof and supersedes any prior understandings,
      agreements or representations, written or oral, relating to the subject matter
      hereof.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
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    (b)
      Counterparts. This Agreement may be executed in separate counterparts, each
      of
      which will be an original and all of which taken together shall constitute
      one
      and the same agreement, and any party hereto may execute this Agreement by
      signing any such counterpart.

    


    (c)
      Severability. Whenever possible, each provision of this Agreement shall be
      interpreted in such a manner as to be effective and valid under applicable
      law
      but if any provision of this Agreement is held to be invalid, illegal or
      unenforceable under any applicable law or rule, the validity, legality and
      enforceability of the other provision of this Agreement will not be affected
      or
      impaired thereby.

    


    (d)
      Successors and Assigns. This Agreement shall be binding upon and inure to the
      benefit of the parties hereto and their respective heirs, personal
      representatives and, to the extent permitted by subsection (e), successors
      and
      assigns. The Company will require its successors to expressly assume its
      obligations under this Agreement.

    


    (e)
      Assignability.
      Except
      as provided in Section 3(a) hereof, neither this Agreement nor any right,
      remedy, obligation or liability arising hereunder or by reason hereof shall
      be
      assignable (including by operation of law) by either party without the prior
      written consent of the other party to this Agreement, except that the Company
      may, without the consent of the Executive, assign its rights and obligations
      under this Agreement to any corporation, firm or other business entity with
      or
      into which the Company may merge or consolidate, or to which the Company may
      sell or transfer all or substantially all of its assets, or of which 50% or
      more
      of the equity investment and of the voting control is owned, directly or
      indirectly, by, or is under common ownership with, the Company. After any such
      assignment by the Company, and provided that such assignment arises by operation
      of law or involves an express written assumption by the assignee, the Company
      shall be immediately released and discharged from all further liability
      hereunder and such assignee shall thereafter be deemed to be the Company for
      the
      purposes of all provisions of this Agreement.

    


    (f)
      Modification,
      Amendment, Waiver or Termination.
      No
      provision of this Agreement may be modified, amended, waived or terminated
      except by an instrument in writing signed by the parties to this Agreement.
      No
      course of dealing between the parties will modify, amend, waive or terminate
      any
      provision of this Agreement or any rights or obligations of any party under
      or
      by reason of this Agreement. No delay on the part of the Company in exercising
      any right hereunder shall operate as a waiver of such right. No waiver, express
      or implied, by the Company of any right or any breach by Executive shall
      constitute a waiver of any other right or breach by Executive.

    


    (g)
      Notices. All notices, consents, requests, instructions, approvals or other
      communications provided for herein shall be in writing and delivered by personal
      delivery, overnight courier, mail, electronic facsimile or e-mail addressed
      to
      the receiving party at the address set forth herein. All such communications
      shall be effective when received.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
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    Address
      for the Executive:

    


    Jiang,
      Bing 

    No.32,
      Jing Shi Yi Road

    Jinan,
      Shandong 250014

    China

    


    Address
      for the Company:

    


    1900
      Ninth Street, 3rd Floor

    Boulder,
      CO 80302

    Attention:
      Clive Ng or President

     

    With
      a
      copy to: 

     

    Hodgson
      Russ, LLP

    60
      East
      42nd
      Street,
      37th
      Floor

    New
      York
      10017

    (212)
      661-3535

    Attention:
      Ronniel S. Levy, Esq. 

    


    Any
      party
      may change the address set forth above by notice to each other party given
      as
      provided herein.

    


    (h)
      Headings.
      The
      headings contained in this Agreement are for reference purposes only and shall
      not in any way affect the meaning or interpretation of this
      Agreement.

    


    (i)
      Governing
      Law.
      ALL
      MATTERS RELATING TO THE INTERPRETATION, CONSTRUCTION, VALIDITY AND ENFORCEMENT
      OF THIS AGREEMENT SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW
      YORK, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW PROVISIONS
      THEREOF.

    


    (j)
      Resolution
      of Certain Claims - Injunctive Relief.
      The
      Executive acknowledges that any breach by him of the provisions of this
      Agreement would cause irreparable injury to the Company and that money damages
      would not be a sufficient remedy for any such breach. Consequently, the Company
      shall be entitled to such equitable relief as may be determined by a court
      as a
      remedy for any such breach. Such remedy shall be in addition to all other
      remedies available at law or equity to the Company.

    


    (k)
      Arbitration.
      Except
      as otherwise specifically provided for hereunder, any claim or controversy
      arising out of or relating to this Agreement or the breach hereof shall be
      settled by arbitration in accordance with the laws of the State of New York.
      Such arbitration shall be conducted in the State and City of New York in
      accordance with the rules then existing of the American Arbitration Association
      which pertain to employment disputes. Judgment upon the award rendered by the
      arbitrators may be entered in any court having jurisdiction thereof. In the
      event of any dispute arising under this Agreement, the respective parties shall
      be responsible for the payment of their own legal fees and
      disbursements.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
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    (l)
      Board
      Approval. On or prior to the Effective Date, the Company shall provide Executive
      with a copy of the duly adopted resolutions of the Managers of 8 Holdings
      approving the terms of this Agreement, electing the Executive to the position
      of
      acting President of Metaphor effective as of the Effective Date.

    


    (m)
      Third-Party Benefit. Nothing in this Agreement, express or implied, is intended
      to confer upon any other person any rights, remedies, obligations or liabilities
      of any nature whatsoever.

    


    (n)
      Withholding Taxes. The Company may withhold from any benefits payable under
      this
      Agreement all federal, state, city or other taxes (including any taxes required
      to be withheld under the rules of any foreign government whose tax provisions
      apply, as shall be required pursuant to any law or governmental regulation
      or
      ruling.

     

    IN
      WITNESS WHEREOF, the parties hereto have executed this Employment Agreement
      as
      of the Effective Date.

     

    China
      Broadband Ltd.

    


    By:_____________________________    

    Name:

    Title:
      

    


    


    EXECUTIVE

    ___________________________

    Jiang
      Bing